A Spam Fic
by Madie3540
Summary: Sam's on a downward spiral since she and Gibby opened that restaurant in the basement of the school. When Carly's away she and Spencer will play ; M for future content
1. Chapter 1

**A/N: This is after iOpen a Restaurant. I hope you guys like it. **

**Sam's POV**

I didn't stop running. After school I just ran home. I couldn't take it anymore! My mom was in Cali with her new boyfriend so I knew I could do what I needed.

I slammed the door of my tiny run-down house so hard the walls shook. Then I locked myself in my room. I didn't need any unexpected visitors interrupting me.

Blinded by rage I tore apart my room bit by bit, throwing the few books I had at a wall, tipping over my bed and ripping my drawers out of my dresser. I tore the picture of Freddie and me from our first date into little pieces.

My breathing was labored. I looked around at the catastrophe that was my room. Finally I broke down and cried.

"He told me he loved me," I sobbed, "He said he loved me." I punch the wall, leaving a gaping hole. "Gah," I cried partly in pain and partly in realization of what I've done. My mother would kill me when she got back.

After I wrapped my hand I quietly packed a bag for Carly's. I really needed a friend, even if she was the friend Freddie was now in love with.

I still needed to clear my head so I decided to walk the mile to the Shay's apartment instead of taking the bus. I thought about the day's events. It was like Freddie had completely forgotten about me. Like he never really loved me!

Half way through, and Mother Nature decided that I hadn't had enough shit in my life and it started to down pour. With no other options I continued to walk to Bushwell.

Lubert yelled profanities as I dragged water into his precious lobby. I ignored him and took the elevator up to the Shay's floor. The quiet dripping of water from my clothes and hair was the only sound in the elevator.

"Carly isn't here," Spencer said when he opened the door, "She went to Yakima to help Grand-dad for the weekend. But come in," He opened the door wider, "You can borrow some of Carly's clothes."

"I have some…" He voice trailed off when she realized that her bag and its contents were also soaking wet.

"I'll throw that in the wash," Spencer took her bag, "bring down what you're wearing when you're done."

I went up to the second floor where Carly's room was. I wasn't really sure if I'd find anything I'd be comfortable wearing, Carly's style was a lot different than mine.

I settled on a pair of black silk pajama shorts and a crop top with the British flag on it. I had to go commando and do without a bra, Carly and I definitely weren't the same size in that department. I pulled my long wet hair back into a messy bun. I really wasn't in the mood to be dealing with all that right now.

"Here," I handed Spencer the ball of wet clothes when I got back down stairs.

"I'll go throw this in with the rest of the stuff," Spencer disappeared down the hall where his bedroom was.

I settled into the couch and flipped through the channels to see if anything good was on. Spencer came back in and sat down next to me.


	2. Chapter 2

**Spencer's POV**

Sam had showed up at my doorstep. I knew I couldn't turn her away; she was almost like a sister to me, _almost_.

If she was my sister I wouldn't be thinking what I'm thinking right now. That would land me in some facility. Even at her worst Sam was still incredibly sexy. And yes, I can think that because she's legal as of last week.

Oh god, keep it in your pants Spence! She's your little sister's best friend. She could _be_ your little sister.

She was taunting me, I knew it. Sam deliberately chose the one crop top in Carly's wardrobe just to mess with my head. I kept peeking at her perfectly sculpted body. For a girl who eats so much Sam was incredibly built.

Oh shit! I think she saw me _looking_ at her.


	3. Chapter 3

**Sam's POV**

So Spence seems to like what he sees. I smirked and stretched so he could get a good look. At this point he wasn't making an effort to even try to hide his staring.

I bit my lower lip. It's a little trick us girls use when we're trying to tell you idiot boys that we like you or that you should kiss us, like now.

I sat up and crawled over to him, teasing him. I knew that in the top, without a bra, my boobs were flying all over the place and Spencer was desperately trying not to notice. I sat closer to him, trying to make him sweat.

"Ohmigod!" I cried before just taking over the situation. I flipped him on his back and had him pinned to the couch in a matter of seconds. I licked my lips.

"Sam what are you-" Spencer didn't have time to finish his question. My lips were on his, passionately kissing him. To my relief he kissed me back.

Things got heated quickly since we weren't expecting anyone to come over anytime soon.

His hands roamed all over my torso and made their way up under my top, only to find that my breasts were bare.

I removed his shirt and then mine while continuing to kiss him and grinding our bodies together.

"Hey Spence, can I talk to you?" Freddie abruptly walked into the apartment only to see me, his ex-girlfriend, and the only father figure in his life half naked on the couch.

Nearly faster than lightning I had my top on and Freddie pinned up against a wall.

"Look Nub," I threatened, "You tell no one about this, especially not your mother or Carly. If you do… consider yourself dead," I shoved him out the door before he could say anything.

I turned back to face Spencer. We both knew the moment was gone. Spencer had put his shirt back on and was now standing in front of me.

"Let's just go to my room," he smiled and took my hand, gently leading me into his room.


	4. Chapter 4

**Freddie's POV**

My shock had melted away and was now replaced with pure rage. I took a swing and the punching bag that hung from my room. It was the only way I could get my frustrations out.

"Gah!" I yelled as I ran at the bag full force.

Sam was supposed to love me!

Had I pushed her too hard with Carly?

I was just trying to get her attention back. Obviously it had just driven her into Spencer's arms.

She was probably sleeping with him right now. I took another swing at the bag and another and another. The anger was causing tension in my body I just couldn't get rid of.

I still love her.


	5. Chapter 5

**Sam's POV**

Spencer was already in bed when I climbed in. He smiled and kiss my head gently as I snuggled into his arms.

"You make me feel safe," I whispered, "and loved."

"You deserve to feel safe and loved at all times," Spencer kissed me again.

I snuggled further into Spencer's arms and slowly drifted to sleep.

I woke up the next morning without Spencer by my side. Where had he gone? The scent of bacon answered my question.

"Good morning Sleepy Head," he greeted me as he added to the ever growing pile of bacon on the counter next to him.

"Morning," I sat down on the barstool at the counter.

"I figured you'd like to start your morning with a heaping helping of bacon," he slid the last piece of the fatty meat onto the platter.

"Yum," he set the steaming plate in front of me, "What are you going to eat?" I asked innocently.

"I-I um…" Spencer looked befuddled.

"Just kidding!" I smiled.

"You just eating all this bacon could give you a heart attack," he sat down next to me.

"Well then maybe we should have something else to eat," I nudged him.

"Uh that's why I made chocolate chip pancakes!" He jumped up and retrieved a platter of still steaming hotcakes.

I laughed, "You are such a child!"

"What you don't like chocolate chip pancakes? I can make some plain ones or ones with blueberries!"

"No, I love chocolate chip pancakes."


	6. Chapter 6

**Spencer's POV**

I was glad Sam liked the spread I had made for her. She devoured everything! She is the only girl who could make eating that much food sexy.

"I need a nap," she yawned about ten minutes after we had finished eating. She snuggled into my arms.

"You just woke up!" I laughed.

"Not that kind of a nap," she growled into my ear as she began kissing my neck.

Damn that girl got me turned on faster than a switch.

We made out on the couch and things got heated pretty fast. Sam had both our tops off again in a matter of minutes. Not that I minded.

It quickly escalated to where we had been last night. Our bodies were grinding into each other and our breathing had become irregular.

"Now listen here!" Freddie barged in again.

"Fuck!" Sam exclaimed. Yet again quick as lightning Sam was on top of him, "Don't you ever fucking knock, Nub?"

This time Freddie was more prepared. He turned the tables and had Sam pinned, "What the hell do you think you're doing?"

"I think I was about to have sex, until you barged in!" Sam struggled against Freddie's hold. He really had gotten strong.

"You think it's a good idea to sleep with you best friend's thirty year old brother? Well do you?" Freddie screamed violently.

"Freddie, why do you care?" she spat, still holding her ground.

Freddie's grip loosened as he attempted to say something, "I…," he trailed off.

"Just leave my sex life alone Fredwart," Sam had found her opportunity to get him off her, "You don't have a say in it anymore."

Sam retreated to my room and I was left with Freddie.

"Freddo…" I started as a blank Freddie stood in my doorway, "Freddie, what was all this?"

"You can't sleep with her Spence. It's wrong," Freddie said quietly and without making eye contact.

My blood began to boil but I kept my cool, "And why not?"

Freddie's eyes were welling with tears, "Because I still love her…" He left without another word.


	7. Chapter 7

**Sam's POV**

Spencer found me in his room. I can't believe Freddie barged in on us again!

"Hey Sam," Spencer stood awkwardly in the doorway.

"Hi," I mumbled.

Spencer made his way over to the bed, "I think you should talk to Freddie."

"I don't wanna," I pouted.

"Seriously Sam, if _this_ is going to go anywhere… You and Freddie have some things to discuss," Spencer was uncharacteristically serious.

"What the hell did Freddie say to you?" I demanded.

"You've gotta talk to him Sammy," Spencer insisted. I grunted. "Come on, Sam. If you talk to him we can get on with our lives! And maybe we can finally get some private time," he smirked.

"We could just try 'private time' in here," I stubbornly suggested.

"Saaam," Spencer moaned.

"Fine," I reluctantly agreed to go talk to Freddie.


	8. Chapter 8

**Freddie's POV**

I was in my room, letting off steam when Sam found me. I cringed, I hadn't really wanted her to come here and talk… I'm sure Spencer had asked her to come here. I really wished he hadn't… Sam looked super pissed.

"What the hell was that Freddie?" she demanded quite angrily.

"Sam, you can't be involved with Spencer." I stated firmly.

"And why the fuck not?" She fumed.

"Because he's twelve years older than you," Sam just stared at me waiting for a better answer, "and- and," I stuttered, "And because he's Carly's older brother," I could see she had already thought of that roadblock but still felt it wasn't a good enough reason to give up.

"Is that all you got Nub?" She asked roughly.

I swallowed hard and blurted, "I still love you, Sam!"


	9. Chapter 9

**Sam's POV**

I looked at Freddie, dumbfounded, "What the actual fuck?" was all I was able to muster.

"I still love you," he said again, only quieter.

I was now extremely confused, "But you were all over Carly…"

"I was trying to make you jealous," Freddie reluctantly admitted but then quickly added, "but only because you were trying to make me jealous with Zayn!"

"Seriously?" I was getting frustrated now, "I'm not allowed to have a crush on a celebrity?"

"Um well…," Freddie felt a little silly now.

"I had _no_ chance with Zayn. I was just having a little fun while they were with us… it didn't mean anything. But YOU- you were in love with Carly since you were, like, eight! And then pretending to be in love with her again… it was like you had never actually loved me and was just… settling."

"If someone chose you they aren't settling," Freddie assured me, "They'd be settling for someone else."

And then he kissed me.


	10. Chapter 10

**Freddie's POV**

And then she slapped me.

I kissed her and then she slapped me.

"What the fuck was that? You can't just kiss me! I'm involved with Spencer."

"I just wanted to see if it changed your mind," I sighed, "I'm sorry, Sam."

Sam turned to leave but not before I blurted, "What are you gonna tell Carly?"

Sam froze, she hadn't wanted to face this before she had to. "I'm not sure yet."

"I don't think she'll like that you're screwing her brother," I started getting uncontrollably snarky.

"Well thanks to you, I haven't gotten the chance yet," she barked.

"Well maybe if you quit trying to do it on the couch!" I barked back.

"Well maybe if you knocked!"

"Well maybe if you didn't spend so much time on your back!" I yelled and then I realized what I said, "Sam, I'm sorry."

"Don't bother," She said coldly, "I was on top anyways." And then she left with the slamming of the door.


	11. Chapter 11

**Sam's POV**

"UGH!" I screamed as I walked into the Shay's apartment.

"What happened?" Spencer was in the kitchen, cleaning up their breakfast.

"I hate him," I plopped down on the couch, "He told me he still loved me! After he was all flirty with Carly! And you know the cherry on top? He _kissed_ me."

"What?" Spencer was fuming.

"Don't worry I slapped him and told him that he and I were done. It's you and me now, Spence," I paused, "And he called me a whore."

"I'm gonna kill that kid," Spencer came and sat down next to me.

"Nah, don't do that. You guys need each other," I shrugged and snuggle into his arms. "Spencer?"

"Hmm?" He dropped his chin on the top of my head.

I got up and took his hand, leading him into the bedroom. We kissed passionately, fiercely, it was nothing like when Freddie and I had made-out when we had been together.

He walked me to the bed; our lips never parted, and pinned me down. His lips traveled down my neck and down to my collar bone and paused. "Before we do this, I gotta know, are- did you sleep with Freddie?"

"No, we didn't go all the way," I told him, "You're my first," I paused, "I assume I'm not yours."

"No, you aren't."

"Okay," I said before kissing him again.

We resumed what we had been doing. Spencer made his way back to my collar bones and his hands found their way under my shirt. After a short while one of his hands found his way into my shorts. I let out a small gasp. I could feel Spencer smile as he kissed me and he began rubbing my center. I started to squirm, it just felt so good. I took off his shirt, exposing a nicely sculpted chest. He then took off the barely-there crop top I had on. He kissed his way around my breasts all while still rubbing _down there_. Then suddenly he starting actually fingering me and I started moaning uncontrollably.

"Spencer," I managed to say between my raged breathing, "Take off your pants," I said as I fiddled with his jeans. He unbuttoned his pants and threw them aside, leaving him in only his boxers. He tried to go back to kissing me. "Nuh uh," I protested before I slid off my shorts and then his boxers, leaving us both exposed, "I'm ready." Spencer looked at me for a moment, trying to decide if we should actually do this. He pushed his anxiety about the situation aside and reached over me to the nightstand and pulled out a condom. He quickly slid it on.

"Are you absolutely sure about this, Sam?" He asked once more.

"Absolutely, there is no one else I would ever want to be in the situation with," I assured him before kissing him just to make sure he got that there was no doubt in my mind that I wanted this more than anything else.

And then he entered me.

It hurt a bit at first and I grimaced slightly.

"Are you ok?" Spencer asked concerned. He didn't want to hurt me.

"I'm fine," I said through gritted teeth, "keep going."

Spencer went slowly until I gave him the go ahead. He then picked up speed and I started to squirm and moan, calling his name over and over. My breathing quickly became uneven and I grew louder with each passing second. Not knowing what to do with my hands, I instinctively grabbed the sheets and then Spencer's shoulders. He hissed. I had dug my nails into his back a little too hard I guess but I couldn't help it. Eventually I even bit down on Spencer's should just to stifle a scream. He hissed again but didn't tell me to stop.

"OHMIGOD SPENCER!" I screamed at the top of my lungs as I climaxed. My body convulsed with pleasure for what seemed like an eternity until I felt Spencer cum inside me. We took a minute to catch our breath before he rolled off me.

I was in awe at what just happened. I couldn't believe something could have felt so good. I rolled over and threw one of my legs over his body. My hands roamed around his naked body and my lips found their way to his neck. I worked my way up to his ear and started nibbling on it. "I love you," I whispered.

"I love you too, Sam."


	12. Chapter 12

**A/N: I hope you guys are still enjoying the story :) I'm so upset! I had like five more chapters but I lost them… Arg… Well it's ok they weren't that long anyway and I decided that I didn't like them… Well, have fun! Oh wait! Is anyone willing to be my beta? I know this is a little late in the story but I'd really like someone to read each chapter over before I put it up and fix all those little mistakes and give me suggestions. If you'd like the job just PM me. :) Thanks in advance! R&R!**

**Spencer's POV**

I woke up the next morning dazed. Sam's naked body was next to me. Slowly, yesterday's events came flooding back to me. I smiled as I stroke her blonde curly hair.

Little groans escaped from Sam's mouth. "Five more minutes Mom. I don't wanna go to school…"

"Sam, baby, its Sunday. No school until tomorrow," I kissed my groggy girlfriend, well I hope she was my girlfriend.

She turned around to face me, "So what do you want to do today?"

"Carly's coming home tonight…," I informed her, "We should probably decide on a plan of action."

"Should we tell her together?" Sam asked.

"We probably should," I agreed.

"When is she supposed to get home?"

"Around five," I told her.

"That means we have plenty of time to do what we did last night," Sam growled in my ear.

I rolled on top of her and kissed her and took full advantage of Sam's suggestion.


	13. Chapter 13

**A/N: Hey guys! So here's the next chapter of A Spam Fic. I'm still looking for someone to be my beta! I really want someone to bounce ideas off of. Please PM me if you want the job :) R&R**

**Spencer's POV**

I made Sam breakfast for the second day in a row. Last night was incredible. After that I definitely wouldn't mind making breakfast for her every morning for the rest of my life. I looked over at the fridge. There, hanging by a magnet, was a picture of my little sister and Sam's best friend.

_Crap_.

I had almost forgotten that we'd have to tell Carly about us. I had a sinking feeling that she wouldn't like my relationship with Sam.

"Hey Spencer I missed you!"

_Shit_.

I froze. That sounded like Carly but she wasn't supposed to be back until later… I slowly turned around to see my little sister standing in the doorway with her suitcase.

"Wh-wh-what are you doing home?" I asked with my voice shaking. I hadn't had enough time to think about what I'd say to her.

"Grand-dad said I should get home early and get my homework done so taa-daa!" She did the taa-daa pose. You know, knees slightly bent, leaning back slightly, arms extended fully and jazz hands.

"Spencer is the food almost ready?" Sam emerged from the hallway. I'm extremely fortunate that she was wearing clothing.

_Are you motherfucking serious right now?_

Carly looked rightfully confused, "Sam? What are you doing here?" She was glad to see her friend but I could tell there was suspicion in her voice.

Sam looked at me nervously for an explanation.

"Well?" Carly asked slightly irritated. God, I hate when she makes me feel like the kid.

"Um," I was still racking my brain for an explanation but Sam got there first.

"I needed to talk to you this weekend but you weren't home and so Spencer let me stay here," she explained. Hey! That's actually the truth! Not the whole truth… but it's a start.

"Why are you in my clothes?"

"It rained on my walk over here. Spencer threw everything I had in the wash and let me borrow your stuff." Again, it was the truth.

Carly looked back and forth at us trying to decide if she was going to believe our story. We stood tense and nervous, trying not to look tense and nervous.

"OHMIGOD!" She finally cried, "YOU TWO SLEPT TOGETHER!"

"What? Pshhhh NO!" I lamely tried to cover our tracks.

"Look Carly I can explain!" Sam took several apologetic steps towards her friend.

"I was kidding!" She said horrified. "Holy shit!" Carly suddenly looked completely revolted. "She's in high school Spencer! She's my age!"

"I-I-I," I couldn't seem to get an explanation out.

Carly held out her hands to silence us, "You know what, I need to just go to my room and be alone for a bit…"


	14. Chapter 14

**Carly's POV**

After Sam and Spencer's confession, my brain couldn't deal with what it had just heard. All I could manage was to bolt upstairs and collapse on my bed in tears. This was the worst betrayal I had ever experienced. My best friend and my _brother _weresleeping together? I couldn't even fathom the possibility. I was more upset than I had originally thought; maybe the shock was just wearing off.

Then there was a knock at my door.

"I don't care which one of you it is! I don't want to talk to either of you," I yelled through a muffled sob.

Sam came through the door anyways.

"I don't want to talk to you!"

"Carly, I need to explain," Sam came and sat at the end of my bed. I turned my back to her and faced the wall. "Look, it's not like we planned this. Like I said, I came over here looking for you and it rained… so I borrowed some of your clothes and then things just kinda happened and then Freddie barged in twice and… I love him Carly. We were gonna tell you honest but then you came home early and-!" Sam was ready to go on but I cut her off.

"You _love_ my brother?" I turned back to face my best friend.

"Yeah Carly, I really do," she blushed as a huge grin spread across her face. Sam genuinely loved my brother. "And he loves me too."


	15. Chapter 15

**Sam's POV**

"Do you realize how insane you sound?" Carly snapped, "You're eighteen and he's _thirty_."

"Carly I know you don't understand-" Tears welled in my eyes but Carly was too blinded by rage to notice.

"Oh I understand perfectly!" She snarled, "My brother's a pedophile!"

"Carly," My voice came out only as a small squeak, "I'm eighteen this is perfectly legal…" I couldn't believe that Carly was treating me like this.

"It's disgusting," Carly spat, "You know what? I just- I'm going back to Grand-dad's." She hastily emptied her dirty clothes and packed fresh ones.

Now Spencer burst into the room, "Carly! 1) You can't talk to your best friend like that and 2) you have school tomorrow! You can't just skip school."

"Well, like hell I'm stay here!" She screamed. I was getting scared; Carly had never acted like this before. She picked up her suitcases, "Bye Spencer, have a nice life with that _whore_." Carly dragged out the word whore.

I couldn't feel my body. This wasn't happening. My best friend didn't just call me a whore. This wasn't real. I couldn't move but I saw Spencer run after Carly angrily calling her name. I collapsed on Carly's floor sobbing. Carly had hit an ultimate low.


	16. Chapter 16

**Spencer's POV**

"Carly! Carly!" I called after my little sister. I caught her by the door. "What was that? Sam is your best friend. How could you treat her like that?"

"If Sam was my best friend she wouldn't have slept with you," she retorted.

I chose my words carefully, "The heart wants what the heart wants. Now go apologize to Sam."

"Why? Because you _love_ her?" She mocked.

"No because you do!" I was beginning to lose my temper. I took a deep breath, trying to control my emotions, "Had I known this would upset you so much, I wouldn't have done anything. I had hoped you would be okay with this or at least want the best for me and Sam."

"I do want the best for the both of you, which is exactly why I'm so upset!" Carly told me exasperated.

"This _is_ what's best for us Carls," I tried to reason with her.

"I can't see how in the world this can be good for anyone," Carly was starting to calm down slightly but only ever so slightly, "It hurts me and Freddie and when this ends it'll hurt the both of you."

"I don't think this will end Carly."

"Spencer this has to end. You're twelve years older than her and- and Sam should be with Freddie!" Carly admitted it, she shipped Seddie.


	17. Chapter 17

**Carly's POV**

Spencer looked truly hurt, "What?"

"Sam should be with Freddie," I repeated, "They're good for each other."

"You're the one who broke them up in the first place," he retorted.

"It wasn't on purpose! I just suggested that they try and find a common interest!" I shot back, "Do you and Sam have any common interests? Have you thought of that?"

Spencer thought for a moment before replying, "We both like art."

I was really getting irritated now, "It doesn't matter! Sam and Freddie should be together! I've always wanted them to be together!"

"Even when you dated him?" Spencer snorted.

"We both know that I only did that cause he saved me…" I mumbled.

"Carly, I love her. I have for a while now. It pained me to see her with Freddie or Jonah or any other guy. And all those girls I dated? I think they never lasted because I never actually want them to. They weren't anything compared to Sam," he took a deep breath, "I'm an adult and so is Sam. I'm not going to let you get in the way of this. I don't care what you or anyone else thinks, I'm going to be there for her… forever."

I was completely fed up with Spencer professing his love for my best friend, "You know what, I just need some air I can't handle this right now." I walked out the door and didn't look back.


	18. Chapter 18

**Freddie's POV**

Carly texted me and asked me to come to the park. At that point I assumed she had found out about Spencer and Sam and needed someone to talk to.

"Hey," I greeted her. She was sitting on the swing, gently pushing herself back and forth.

"Hi," Carly replied quietly. She looked devastated.

"I guess you know about them, huh?" I sat down on the swing next to her.

"I just can't believe this Freddie! It doesn't make sense…"

"I really don't get it either," I told her. I had been kicking myself since my last encounter with Sam. I had gone over every moment from the start of our relationship to now. Every "if only" and "what if" passed through my mind. I loved Sam so much and I wasn't giving up without a fight! "No offense to your brother but he's just so old! Waaaaay too old for her!"

"I already pointed that out to him," Carly kicked some dirt, "He doesn't care and neither does she. I tried to point out that they have no common interests, since that kinda broke you and Sam up," she pointed out sheepishly. Carly hadn't intended to break Sam and me up but in a way she accidently did. I knew she felt really bad about that, "but he reminded me that she likes art, not as much as he does albeit but she does have an interest in it…"

"Maybe we should just let it fizzle out…" I hated to let Sam and Spencer be together, even if it was only for a little while but I didn't think there was any way to get through to either one of them.

Carly turned to me horrified, "I don't want them sleeping together in my house!"

"Too late," I shrugged.

Carly glared, "Nor do I want to see them be all couplely." She made a little gagging noise.

"Well if that happens… just come and hang out with me," I told her, "I don't think I'll be spending much time at your place anymore…"

"And what about iCarly?"

"Nothing's changed there," I assured her.

"And remember the last time she had a boyfriend that wasn't you?" Carly was now getting all panicky.

"That was years ago," I realized it had been awhile since Sam had been in a steady relationship, ours hadn't really lasted very long, "She's grown up since then. Plus I think that was just Jonah's influence over her. She was great when we were dating."

"I don't want this to be happening," Carly seemed like she was on the verge of a breakdown or maybe a panic attack.

"Carly! Calm down. As much as I hate the idea of it, Sam and Spencer want to be together _for right now_," I pulled her into an embrace and started stroking her hair, "but they're in two different places right now. Sam's going to college, hopefully, and Spencer should be looking to settle down and have kids. Sam won't be in that place for at least five years. Once they realize that… hopefully once they realize that their age difference is too large, they'll break up." I realized Carly had started to cry. "Hey, hey," I wiped her tears away, "I know this is difficult but you shouldn't cry."

"I can't help it," she said as she wiped away a few more tears, "Is my makeup running?" She sniffed.

"No, you look fine," I told her. "We need to talk to Sam and Spencer. We should tell them that we aren't ok with this but we won't get in their way."

"That's a good idea," Carly sniffed again.


	19. Chapter 19

**Sam's POV**

"I don't know if I can forgive her," I pouted, "She called me a whore! I am _not_ a whore and she knows it!" Spencer sat patiently on the couch, listening as I ranted and paced and used dramatic arm gestures. "This is _our_ decision," I continued, "not theirs! Freddie had his chance and he fucked that up big time!"

"They're just concerned," Spencer attempted to soothe the savage beast in me.

"Fuck concern!" I yelled as I threw up my arms in defeat and let myself fall backwards on the couch next to Spence. He rubbed my back and I calmed down a little bit.

"Can we talk to you?" Freddie asked as he and Carly walked through the front door.

"That depends," I snapped, "Are either one of you going to call me a whore again?"

"I'm sorry about that Sam," Carly sat down in the armchair near them.

"Me too," Freddie took a chair from the dining room and sat down on it backwards, "There's no excuse for either one of us calling you that."

Carly and Freddie exchanged a look.

"We aren't ok with this," Carly began, "but we won't stand in your way."

I looked up at Spencer. He shrugged. "Look," I started, "I still.. love… the both of you and don't want this to change anything. You've been my best friends for years and my relationship shouldn't change that."

"And we promise to keep any PDA to a minimum," Spencer added, "I know this is weird for the both of you, Sam and I are still getting used to this too."

"Thanks," Freddie and Carly said at the same time.

"Why don't the three of you go to Groovy Smoothie? My treat. I have some work to get done," Spencer shifted to get his wallet out of his back pocket. He handed thirty dollars to Carly. "Bring me back a Blueberry Banana Blitz!" He called after us.


	20. Chapter 20

**Spencer's POV**

"Well that was awkward," I muttered after they left. I was glad I could have some alone time. After this weekend, I just needed to collect my thoughts and I did that the best way I knew how, painting. Now, I know I'm known for my sculptures but I like to paint when I need to think.

I took a canvas and my easel from my room. I set it up on the terrace. I went back and got my paint, brushes, my palette, and a pencil. I wasn't quite sure what would end up on this canvas but I took my pencil and began to sketch


	21. Chapter 21

**Sam's POV**

Carly and Freddie sat across from me awkwardly sipping their smoothies. You could literally cut the awkward with a knife.

"Quit staring at me!" I hissed.

"Sorry it's just weird now…" Carly admitted.

"Nothing has changed between the three of us," I reminded her.

"So what did you want to talk to me about?" she asked.

"Um," I glanced over at Freddie, who was checking his phone, "I don't want to talk about it right now… and besides it really doesn't matter anymore."

"Oh," Carly seemed to get that it had something to do with Freddie.

We continued to just stare at each other.


	22. Chapter 22

**Spencer's POV**

I stepped back and looked at my beginning sketch. It was of two people lying in bed after making love. The sheets were precariously draped around their naked bodies. The male figure was pushing back the woman's long curly hair to kiss her cheek or possibly her neck or shoulder.

"By golly," I muttered under my breath, "I've drawn me and Sam." I hadn't actually realized what I had been drawing. When I'm really in the zone my hands just take over and I don't really think about what I'm doing. I wonder if that accounts for the fires that seem to pop up after I do anything.

I contemplated just tossing it and starting over but this picture, despite its touchy subject, was the most beautiful thing I had ever drawn. I couldn't just toss it or hide it in a closet.

"I have to finish it," I told myself, "No one has to know its Sam."


	23. Chapter 23

**Sam's POV**

We trudged back to the apartment, smoothies in hand.

"Spencer we're home," Carly called out to the seemingly empty apartment as she closed the door behind her.

"Hey," Spencer bounced in from the second floor.

"What were you doing up there?" Carly asked clearly confused and probably concern he was going through her room or something.

"I was painting on the terrace," He told her. I handed him his smoothie, "Sam, come with me."

"Why?" I asked as I met him on the staircase.

"I want to show you something," He took my hand and led me onto their terrace. He had set up a mini painting studio out there.

"I thought you were a sculptor," I pointed out when I saw the painting.

"I'm an _artist_," He corrected me, "Who just happens to specialize in sculpting. I do paint sometimes and sketch."

I studied his painting if you could call it that- there wasn't actually much paint on there yet.

"It's not finished but I wanted to show you it," he explained. In the hour that we had been gone, Spence had managed to completely sketch out and start painting one of the most beautiful things I had ever seen.

"Is- is that me?" I pointed to the girl in the picture.

"Yeah."

"It's so beautiful," I whispered.

"Just like you," Spencer pulled me into his arms and kissed my nose.

"I can't wait to see it finished. What were you going to do with it?" I asked as I looked up into his brown eyes.

"I'm not sure yet," He looked puzzled, "I was thinking about giving it to you… or showing it at an art gallery if I ever got the chance."

"You could do both," I suggested.

"Sam, usually at the kind of gallery I'm thinking of artists sell their work too." He explained.

"Well just tell them it's not for sale."

"Hmm," he contemplated the idea, "Maybe."

"It's too pretty to keep locked up somewhere, even just like this."

"Are you staying the night?" He asked me.

"I dunno," I was hesitant to stay, "Carly's here and I don't want it to be weird, besides I need clothes."

"You never wore the stuff you brought over," He reminded me.

"I should ask Carly first, I don't want to make this worse for her than it already is."

"Ok, I'm going to continue working," He let me out of the embrace.

"Alright, I'll see you in a little bit," I kissed him before I left the terrace.


	24. Chapter 24

**Carly's POV **

"I wonder what they're doing up there." Freddie looked up the staircase from the couch.

"Probably sleeping together," I muttered bitterly.

As if on cue, Sam came clomping down the steps. "Hey," she greeted us.

"Hi," I mumbled back.

"Spencer wants to see you Freddie," Sam lied.

"Um, alright," he looked over at me to see if I was okay with being alone with Sam. I shrugged and gave him the go ahead.

"Can I stay over tonight?" Sam asked as soon as Freddie had gone up the stairs.

"You mean can you stay over with Spencer?" I asked coldly.

"You know what, never mind," Sam got up to leave, "tell Spencer I said I'll see him later."

"No, Sam! Wait!" I reached for Sam's hand, "I'm sorry. You can stay here tonight. I'd never want to make you go to your mom's."

"You're ok with me stay here, with your brother?"

"No, but I guess I'm just going to have to get used to it," I shrugged.

"Oh Carly!" Sam gave me a giant hug, "Thank you so much! Really you don't know how much this means to me."

I felt really guilty that at this point that I couldn't put aside my feelings.


	25. Chapter 25

**Freddie's POV**

"Hey, Spence. Sam said you wanted to see me," I walked out onto the terrace. Spencer was deep in the zone; he barely noticed I was there.

"Huh? No," Spencer shook his head and went back to work.

"Oh. Well, I think we should talk…," I sat down on one of the lawn chairs the Shays had sitting on their terrace.

"Oh… uh… sure!" Spencer sat his supplies down and took a seat next to me.

"Spence, you're the only guy in my life. You're one of my best friends but I still love her and I don't want to just let her go," I admitted.

"I don't really know what to say…" Spencer shifted awkwardly.

"I don't want anything between us to change. I want to still be able to hang out with you and maybe go to the gym. Maybe… Maybe we can just ignore the situation and just be friends."

"I'd like that Freddo. You're still my buddy no matter who I'm dating and no matter who you're dating. Sorry… but can I get back to work? I'm really feeling inspired."

"Yeah of course!" Freddie got up to leave. "Thanks Spence."


	26. Chapter 26

**A/N: I'm back. I guess I finally found some inspiration. :)**

**Sam's POV**

"Guess what?!" I bound onto the terrace after Freddie had come back down stairs.

"Can I get five minutes of peace?" Spencer sighed exasperated.

"Yeah, after I'm done," I balanced on my tippy toes and kissed him, "Carly said she'd be ok if I spent the night!"

"That's great sweetie," Spencer looked anxiously back at his canvas.

"It's coming along!" I studied the painting. There was more color and less sketchy.

"It would come along faster if I didn't have so many interruptions," he hinted.

I smiled sheepishly, "Oh right sorry. I'll see you later," I walked back into their apartment.


	27. Chapter 27

**Freddie's POV**

Sam walked down the stairs. I was waiting for her. Carly had gone up to her room to take a shower.

"Where's Carly?" She asked.

"Shower," I told her. Sam avoided eye contact.

"I _am_ really sorry I called you a whore…. You're not a whore."

"You obviously meant it," Sam huffed.

"I didn't, I swear. You know I was just trying to get a reaction out of you. I'm sorry. Please forgive me," I pleaded but Sam silently rummaged through the Shays' kitchen. "Sam, please, I love you."

"But you can't Freddie," she hissed, "You had your chance but you fucked that up. You had me. I loved you. I gave you everything I had, including my virginity."

"What?"


	28. Chapter 28

**Spencer's POV**

Sam and Freddie looked up at me like deer caught in head lights. I had come down for a Pepi Cola and caught the tail end of their conversation.

Freddie looked at Sam, "He doesn't know?"

"You told me that I was your first," I started down the stairs, "I specifically asked if you two had slept together and you looked me dead in the eye and said that you hadn't… that I would be your first."

Sam took a deep breath and looked me right in the eye, "I lied." She knew there was no getting out of this one.

"Why?" I asked, clearly hurt.

"Because I wanted you to feel special, I didn't want that to come between the two of you," she reached for my hand but I pulled back as though her hand was on fire.

"That was supposed to be something special and now it's tainted. You tainted our first time. From now on I'll look back on that and know that you lied straight to my face about something that important," I began to pace.

"Spencer…" Sam reached for me again.

I glared at her, "Just leave me alone for a little while, Sam, please."


	29. Chapter 29

**Freddie's POV**

He said that right before he stormed off into his room. Sam stood in the middle of the room, angrily staring off into space.

"I'm never going to stop fighting for you," I whispered.

"What did I just say?" She snapped. "You are done! We are never ever getting back together!"

I lifted an eye brow and smirked, "Really?" I asked referring to the Taylor Swift quote.

She shook her head, "Yes, really."

"Sam please, just give me another chance," I continued to beg.

"I have other problems right now Freddie. I'm not arguing with you right now," She told me as she stormed off in the direction of Spencer's bedroom.

I sat back into my place in the couch. I refuse to give up on this fight.


	30. Chapter 30

**Spencer's POV**

I was lying down on my bed with a pillow on top of my head when Sam walked in. "I told you to leave me alone Sam!"

"I'm not leaving you alone," Sam closed the door behind her.

"I need some space," I muffled through the pillow.

"Spence," she sat down on the edge of the bed.

"Go awaaaaay!" I moaned. "I don't wanna talk to you right now! I just want to be alone."

"Spencer, please, I love you so much," She nudged my feet.

I sprung up, "I don't really want to talk about how you lied to me and completely tainted the whole relationship."

"I don't want to lose you," she pleaded. Her big blue eyes began to water.

I took a deep breath and looked at the young girl in front of me. Maybe I was crazy for thinking this could work. I had watched Sam grown up during the six years I had known her. As she looked at me all I could see was that little twelve year old girl who skinned her knee rollerblading down the hall. I looked down at me hands, "Maybe this wasn't a good idea Sam. Maybe we are just too far apart."

"Don't say that! Don't!" She began shaking her head violently back and forth.

"Sam, stop!" I grabbed her shoulders but she continued to shake.

"You told me age doesn't matter," she sobbed.

"I didn't think it would and then you pull a stunt like this," I handed her a tissue.

"Let me ask you a question," she began with a shaky voice, "Had I told you the truth would anything have changed? Would you have still slept with me?"

I thought long and hard about this question. Had she told me the truth last night I'm honestly not sure what I would have done. I don't know why it should matter. Asides from maybe my first time, none of the girls I had slept with were virgins by any means.

"No," I admitted.


	31. Chapter 31

**Carly's POV**

"Where's Sam and Spencer? Oh god they aren't, like, in there doing it are they?" I walked down the stairs into the living room. My hair was hidden under a towel. I had just gotten out of the shower.

"The opposite actually," Freddie was sitting in my living room, "They're in his room but they're actually fighting. She told him that he was her first and," he sat back smugly, "we all know that isn't true."

"Shut up you insufferable prick," Sam emerged from Spencer's bedroom. There was snot running from her nose, her eyes were red and puffy and her face was completely stained by her tears.

"What happened Sweetheart?" I asked. I have to admit I was hoping they had broken up and I could tell Freddie was hoping for that too.

"He admitted that had I told him the truth we probably wouldn't have slept together. That's the exact reason I lied," she sat down opposite of Freddie on the couch. Despite his intense wanting of their relationship to be over, I could tell that he didn't want to see Sam hurting.

"What happened after?" He asked tentatively.

"We broke up," she shrugged before bursting into tears again.


	32. Chapter 32

**Carly's POV**

It had been a few weeks since the weekend Sam and Spencer got quickly got together and then just as quickly broke up. Both Sam and Spencer took the disintegration of their short lived relationship hard. Sam tried to move on though; she agreed to give Freddie another chance. He was deliriously happy about that and Sam tried to be happy too but I could tell something was missing. Spencer on the other hand was not holding up as well. He just moped around the apartment, most days he didn't even bother to get dressed. I even found that painting he had been working on in the trash. Naturally, I saved it. I was sure he would regret doing that eventually.

"Spencer I'm going grocery shopping," I slid my coat over my shoulders, "Come on get dressed. You need to get out of the house."

"I don't want to," he whined.

"Come on. I'm not asking I'm telling," I tugged on his arms to pull him from his spot on the couch. I wrinkled my nose, "And when we get home you're taking a shower."

Spencer just groaned and sulked into his room. He reemerged a few moments later in a clean shirt and sweat pants. He too grabbed his jacket from near the front door and we walked out of the apartment.

Just as luck would have it, Sam was walking into the Benson's apartment. They looked sadly at each other but said nothing.


	33. Chapter 33

**Sam's POV**

"Hey," Freddie greeted me at the door with a kiss.

"Hi," I put on a happy face for him. I had just seen Spencer. It wasn't like it was the first time I had seen him since _that weekend_ but every time we ran into each other it tore me apart inside. I was still completely heartbroken. I did love Spencer. I still do. I know it was a hasty thing to think but I really did think we'd beat all the odds and be together for the rest of our lives. I guess it was just foolish to think so.

"What do you want to do?" He asked.

"I don't know we could watch a movie or get dinner," I suggested, "I like dinner."

"Why don't we order Chinese?" He suggested and reached over to his coffee table and picked up a Blu-Ray box, "I just got the new Spiderman movie."

"Sounds good to me," I shrugged.

Freddie didn't think anything of my attitude. He continued on with his day as if nothing was wrong and ordered the Chinese food.


End file.
